Research On The System Of Special Voting Rights

On March 1,2019,under the expectation,the China Securities Regulatory Commission and the Shanghai Stock Exchange(SSE)officially issued a package of rules for The Sci-Tech Innovation Board.One of the highlights was the permission of the science and technology company that issued special voting rights.In the fourth chapter of Section 5 of the the "Rules of Shanghai Stock Exchange for Listing Stocks on the Sci-Tech Innovation Board",detailed the special voting rights stocks.This innovative measure was interpreted by the media as the "same share's holding different rights" in the Chinese mainland.The Sci-Tech Innovation Board lies in the innovation and tolerance of the system.The opening of the special voting rights respects the market demand for the financing and control of the science and technology enterprises,promotes the development of science and technology enterprises,clears the obstacles for innovation,and so boldly explores is highly recognized by all parties from the market.However,it cannot be avoided that the current special voting rights stock still lacks of the legal basis in China.Although Article 131 of the Company Law leaves space for the stocks and authorizes the State Council to separately stipulate,the State Council has not yet stipulated special voting rights shares.The breakthrough of "one share and one right" brings new challenges to China's modern corporate governance and capital market supervision.Can the design of the special voting rights system be profitable in the "The Sci-Tech Innovation Board Listing Rules"?This is an issue for us to study.The research on the special voting rights system is as follows:The first part discusses the definition connotation and theoretical basis of the special voting rights,and focuses on its breakthrough on the traditional cornerstone theory of the company law of "one share and one right".The "one share and one right" principle is moderately loosened for reflection.The second part is the practice of extraterritorial special voting rights system,I select the USA,Germany,and Hong Kong as samples.The legislative practice and the changes of the exchange rules provide reference for our construction of special voting rights,which can scientific and adapt to our national conditions.In The third part I tried to discusse the legitimacy and applicability of the special voting rights system.Starting from the current company law regulations,combined with the setting background of the Sci-Tech Innovation Board and make a reasonable explanation.After that I proposed that the special voting right is not suitable for other sectors.In the fourth part I put forward specific suggestions for the special voting rights from the two levels of legislation and exchange rules,in order to provide suggestions and references for the construction of a truly standard,transparent,fair and resilient special voting rights system.